dynaCERT Inc. is pleased to announce that it initiated a non-brokered private placement of equity (the Offering”) of up to 40,000,000 units. Each unit (a “Unit”) shall be priced at $0.15 per Unit for a total maximum Offering of $6,000,000. All dollar values are in Canadian dollars.
Each Unit consists of one (1) common share of the Company (a “Common Share”) and one-half (1/2) of a common share purchase warrant. Each whole warrant (a “Warrant”) is exercisable into one (1) Common Share at an exercise price of $0.20 per Warrant at any time for a period commencing upon the closing of the Offering (the “Closing Date”) for a period of thirty-six months thereafter. The Closing Date will occur on or about October 31, 2023, or such date as determined by the Company in consultation with its financial advisor.
If at any time after the date that is four months and one day after the Closing Date, the closing trading price of the Common Shares on the Toronto Stock Exchange is greater than $0.35 per Common Share for a period of ten (10) consecutive business days, then the Company may give notice thereof to the holders of the Warrants, and, in such case, the expiry time of the Warrants shall be accelerated and shall be the 30th day after the date on which such notice is deemed to have been given by the Company.
The gross proceeds of the Offering will be used to finance sales of the Company’s HydraGEN™ Technology Products to participants in the mining, oil & gas, transportation and generator sectors on a global basis, for working capital, for general corporate purposes, an equity investment in Cipher Neutron Inc., and to settle advisory fees and permitted finders’ fees under applicable securities legislation, including advisory fees payable to Canaccord Genuity Corp., a financial advisor to the Company.
The Offering will be offered for sale to purchasers (i) in all provinces of Canada pursuant to available private placement exemptions, (ii) in the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended, and (iii) in offshore jurisdictions as may be agreed to by the Company pursuant to available prospectus or registration exemptions in accordance with applicable laws.
The Units will be qualified investments eligible for RRSP, RESP, RRIF, TFSA and DPSP accounts in Canada.
The Units (and underlying securities) shall be subject to a statutory hold period that will extend four (4) months plus one day from the Closing Date.
Subject to applicable securities regulation, the Company may pay finders fees consisting of up to 5% cash and 5% dealer warrants in connection with the Offering. The dealer warrants shall bear the same terms as the terms of the Offering.
Closing of the Offering is subject to completion of formal documentation and receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange.
The securities offered hereby have not and will not be registered under the United States Securities Act of 1933 (the "1933 Act") and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the 1933 Act) unless the securities have been registered under the 1933 Act or are otherwise exempt from such registration.
